Functional Committee
Compensation Committee
The corporate's Compensation Committee consists of three members, appointed by resolution of the Board of Directors, one of whom serves as the convener. The professional qualifications and independence of the corporate's Compensation Committee comply with Articles 5 and 6 of the Regulations Governing the Use of the Compensation Committee.
The corporate's Compensation Committee shall meet at least twice a year and may convene meetings as needed. Members of the corporate's Compensation Committee shall, with the care of good managers, faithfully perform the following duties and submit their recommendations to the Board of Directors for discussion:
1. Establish and periodically review the policies, systems, standards, and structures for the performance evaluation and compensation of directors and managers. 2. Periodically evaluate and determine the compensation of directors and managers.
In performing the aforementioned duties, the corporate's Compensation Committee shall adhere to the following principles:
1. The performance evaluation and compensation of directors and managers shall refer to the usual standards of the industry and consider the reasonableness of their connection with individual performance, corporate operating performance, and future risks. 2. The Committee shall not encourage directors and managers to engage in activities that exceed the corporate's risk tolerance in pursuit of compensation. 3. The proportion of short-term performance-based compensation for directors and senior managers, and the timing of certain variable salary payments, should be determined taking into account industry characteristics and the nature of the corporate's business.
Audit Committee
The corporate's Audit Committee shall be composed of all independent directors, with a minimum of three members, one of whom shall be the convener, and at least one member shall possess accounting or financial expertise. The Committee shall meeting at least once per quarter and may convene meetings as needed. The term of office for independent directors on the Committee is three years and may re-elected. If any director is dismissed, resulting in a shortage of directors as stated in the preceding paragraph or the Articles of Association, a replacement shall be elected at the most recent shareholders' meeting. If all independent directors are dismissed, the corporate shall convene an extraordinary shareholders' meeting within sixty days from the date of the dismissal to elect replacements.
The Audit Committee's operation is primarily aimed at supervising the following matters:
1. The proper presentation of the corporate's financial statements. 2. The selection (dismissal) and independence and performance of the auditors. 3. The effective implementation of the corporate's internal controls. 4. The corporate's compliance with relevant laws and regulations. 5. The management of existing or potential risks to the corporate.
The Committee's authorities include:
I. Establishing or amending the internal control system. II. Assessment of the effectiveness of the internal control system. III. Procedures for handling significant financial transactions involving the acquisition or disposal of assets, derivative transactions, lending of funds to others, or endorsement or guarantee of others. IV. Matters involving the personal interests of directors. V. Significant asset or derivative transactions. VI. Significant lending, endorsement, or guarantee of funds. VII. Issuance, offering, or private placement of equity securities. VIII. Appointment, dismissal, or remuneration of the auditor. IX. Appointment and removal of the finance, accounting, or internal audit chief. X. Annual financial reports signed or sealed by the chairman, manager, and accounting chief, and second-quarter financial reports requiring audit and certification by an auditor. XI. Other significant matters stipulated by the corporate or regulatory authorities.